Supplemental Executive Retirement Plan - Ford Motor Co.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As applicable to retirements of Eligible Executives
on or after January 1, 19921/
SECTION 1. INTRODUCTION. On January 1, 1985, the Company established
this Plan for the purpose of providing Eligible Executives with a monthly
Supplemental Benefit for their lifetime in the event of their retirement from
employment with the Company under certain circumstances. The Plan also
provides for the award of Conditional Annuities to selected Eligible Executives
under certain circumstances.
SECTION 2. DEFINITIONS. As used in the Plan, the following terms
shall have the following meanings, respectively:
2.01 "AFFILIATE" shall mean, as applied with respect to any person or
legal entity specified, a person or legal entity that directly or indirectly,
through one or more intermediaries, controls or is controlled by, or is under
common control with, the person or legal entity specified.
2.02 "COMMITTEE" shall mean the Compensation and Option Committee of
Ford Motor Company.
2.03 "COMPANY" shall mean Ford Motor Company, Ford Motor Credit
Company, and such of the subsidiaries of the Company as, with the consent of
the Company, shall have adopted the Plan.
2.04 "CREDITED SERVICE" shall mean without duplication the years and
any fractional year of credited service at retirement, not exceeding one year
for any calendar year, of the Eligible Executive under all the Retirement
Plans.
2.05 "DESIGNATED BENEFICIARY" shall mean the beneficiary or
beneficiaries designated by an Eligible Executive or Eligible Retired Executive
in a writing filed with the Company (subject to such limitations as to the
classes and number of beneficiaries and contingent beneficiaries and such other
limitations as the Committee may prescribe) to receive, in the event of the
death of the Eligible Executive or Eligible Retired Executive, the Death
Benefits provided in Section 4.04. An Eligible Executive or Eligible Retired
Executive shall be deemed to have designated as beneficiary or beneficiaries
under the Plan the person or persons who receive such Eligible Executive's or
Eligible Retired Executive's life insurance proceeds under the Company-paid
Basic Life Insurance Plan unless such Eligible Executive or Eligible Retired
Executive shall have assigned such life insurance in which event the Death
Benefits shall be paid to such assignee; provided, however, that if the
Eligible Executive or Eligible Retired Executive shall have filed with the
Company a written designation of a different beneficiary or beneficiaries under
the Plan, such beneficiary form shall control. An Eligible Executive or
Eligible Retired Executive may from time to time revoke or change any such
designation of beneficiary and any designation of beneficiary under the Plan
shall be controlling over any testamentary or other disposition; provided,
however, that if the Committee shall be in doubt
__________________________________
1/See Appendix A for provisions applicable to retirements of Eligible
Executives on or after January 1, 1985 and prior to January 1, 1992 or
retirements of Eligible Executives from certain former Company Affiliates.
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as to the right of any such beneficiary to receive any payment under the Plan,
the same may be paid to the legal representatives of the Eligible Executive or
Eligible Retired Executive, in which case the Company, the Committee and the
members thereof shall not be under any further liability to anyone.
2.06 "ELIGIBLE EXECUTIVE" shall mean a person who is the Chairman of
the Board, the Vice Chairman, the President, an Executive Vice President or a
Vice President of the Company (excluding any such person who is an employee of
a foreign Affiliate of the Company) or a Company employee in Salary Grade 13 or
its equivalent or above (excluding a Company employee who is an employee of
Jaguar Cars, a division of the Company).
2.07 "ELIGIBLE RETIRED EXECUTIVE" shall mean
(a) with respect to Supplemental Benefits, an Eligible Executive who
(1) shall retire directly from Company employment (i) on
normal or disability retirement or (ii) with the approval of
the Company at or after age 55 on early retirement;
(2) will receive a normal, disability or early retirement
benefit under one or more Retirement Plans;
(3) has at least ten years of Credited Service without
duplication under all Retirement Plans; and
(4) has at least five continuous years of Eligibility Service
immediately preceding retirement (unless the eligibility
condition set forth in this subparagraph (4) is waived by the
Chairman of the Board or the President).
(b) with respect to Conditional Annuity awards, an Eligible Executive
(other than an Eligible Executive in Salary Grades 13 through 19 or
its equivalent) who shall retire directly from Company employment, (i)
on normal or disability retirement or (ii) with the approval of the
Company at or after age 55 on early retirement.
2.08 "ELIGIBILITY SERVICE" shall mean Company service while an
Eligible Executive.
2.09 "FERCO" shall mean Ford Electronics and Refrigeration
Corporation.
2.10 "FERCO RETIREMENT PLAN" means the Salaried Retirement Plan of
FERCO as it may be amended.
2.11 "FINAL FIVE YEAR AVERAGE BASE SALARY" means the average of the
final five year-end Monthly Base Salaries immediately preceding retirement of
the Eligible Retired Executive.
2.12 "FINAL THREE YEAR AVERAGE BASE SALARY" means the average of the
final three year-end Monthly Base Salaries immediately preceding retirement or
death of the Eligible Retired Executive.
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2.13 "GENERAL RETIREMENT PLAN" means the Ford Motor Company General
Retirement Plan as it may be amended.
2.14 "MONTHLY BASE SALARY" of an Eligible Executive means the monthly
base salary paid to such person while an Eligible Executive on December 31,
prior to giving effect to any salary reduction agreement pursuant to an
employee benefit plan, as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended, to which Section 125 or Section
402(a)(8) of the Internal Revenue Code of 1986, as amended, applies. It does
not include supplemental compensation or any other kind of extra or additional
compensation.
2.15 "PLAN" means the Supplemental Executive Retirement Plan of Ford
Motor Company, as amended.
2.16 "RETIREMENT PLANS" includes the General Retirement Plan and the
FERCO Retirement Plan.
2.17 "SUBSIDIARY" shall mean, as applied with respect to any person
or legal entity specified, a person or legal entity a majority of the voting
stock of which is owned or controlled, directly or indirectly, by the person or
legal entity specified.
2.18 "SUPPLEMENTAL COMPENSATION PLAN" shall mean the Supplemental
Compensation Plan of Ford Motor Company.
SECTION 3. SUPPLEMENTAL BENEFITS.
3.01 ELIGIBILITY. An Eligible Retired Executive shall be eligible to
receive a Supplemental Benefit as provided herein.
3.02 AMOUNT OF SUPPLEMENTAL BENEFIT.
(a) Subject to any reductions pursuant to Subsection (b) below and to
any limitations and reductions pursuant to other provisions of the Plan, the
monthly Supplemental Benefit shall be an amount equal to the Eligible
Executive's Final Five Year Average Base Salary multiplied by the Eligible
Executive's years of Credited Service at retirement, and further multiplied by
the Applicable Percentage based on the Eligible Executive's position or salary
grade immediately preceding retirement, as follows:
STATUS AT RETIREMENT APPLICABLE PERCENTAGE
-------------------- ---------------------
Chairman, Vice Chairman,
President .90%
Executive Vice President .80%
Vice President .70%
Non-Vice Presidents
Salary Grade 19, 20, 21 .60%
Salary Grade 18, 17, 16 .40%
Salary Grade 15, 14, 13 .20%
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(b) For an Eligible Retired Executive who shall retire before age 62
the monthly Supplemental Benefit payable hereunder shall equal the amount
calculated in accordance with the immediately preceding Subsection (a) reduced
by 5/18 of 1% multiplied by the number of months from the later of the date the
Supplemental Benefit commences or age 55 in the case of earlier receipt by
reason of disability retirement to the first day of the month after the
Eligible Retired Executive would attain age 62.
3.03 PAYMENTS. Subject to the earning-out conditions set forth in
Section 5, Supplemental Benefits, in the amount determined under Section 3.02,
shall be payable out of the Company's general funds monthly beginning on the
first day of the month when the Eligible Retired Executive's retirement benefit
under any Retirement Plan or under the Company's Executive Separation Allowance
Plan begins. Payments to an Eligible Retired Executive hereunder shall cease at
the end of the month in which the Eligible Retired Executive dies.
SECTION 4. CONDITIONAL ANNUITIES.
4.01 ELIGIBILITY. The Committee may, in its discretion, award to an
Eligible Executive (other than an Eligible Executive in Salary Grades 13 through
19) additional retirement income in the form of a Conditional Annuity.
4.02 AMOUNT OF CONDITIONAL ANNUITY.
(a) In determining the amount of any Conditional Annuity to be
awarded to an Eligible Executive for any year, the Committee shall consider the
Company's profit performance and the amount of supplemental compensation that
is awarded to such Eligible Executive for such year. Awards shall be made only
for years in which the Committee has decided, for reasons other than individual
or corporate performance or termination of employment, to award supplemental
compensation to an Eligible Executive in an amount which is less than would
have been awarded if the historical relationship to awards to other executives
had been followed.
(b) The aggregate annual amount payable under the Conditional
Annuities awarded to any Eligible Executive shall not exceed an amount equal to
the Applicable Percentage of the average of such Eligible Executive's Final
Three Year Average Base Salary, determined in accordance with the following
table:
APPLICABLE PERCENTAGE
-------------------------------------------
NUMBER OF YEARS FOR CHAIRMAN, ALL OTHER
WHICH A CONDITIONAL VICE CHAIRMAN ELIGIBLE
ANNUITY IS AWARDED AND PRESIDENT EXECUTIVES
------------------- ------------- ----------
1 30% 20%
2 35 25
3 40 30
4 45 35
5 or more 50 40
The percentage shall be reduced pro rata to the extent that service at
retirement is less than 30 years.
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4.03 PAYMENTS.
(a) Subject to the earning-out conditions set forth in Section 5,
Conditional Annuities, in the amount determined under Section 4.02, shall be
payable out of the Company's general funds monthly beginning on the first day
of the month when the Eligible Retired Executive's retirement benefit under any
Retirement Plan or under the Company's Executive Separation Allowance Plan
begins. Except as provided in Section 4.04, payments with respect to an
Eligible Retired Executive hereunder shall cease at the end of the month in
which such Eligible Retired Executive dies.
(b) For an Eligible Executive who retires before age 65, the monthly
payment under any Conditional Annuity awarded to such Eligible Executive shall
equal the actuarial equivalent (based on factors determined by the Company's
independent consulting actuary) of the monthly amount payable for retirement at
age 65.
4.04 DEATH BENEFITS. Upon death before retirement but at or after age
55, the Eligible Executive's Designated Beneficiary shall be paid a lump sum
equal to 30 times (representing 30 months) the aggregate monthly amount payable
under such Eligible Executive's Conditional Annuities if the Eligible Executive
had been age 55 at death, increased by one-third of one month for each full
month by which such Eligible Executive's age at death shall exceed age 55. If
death occurs within 120 months following retirement, the monthly payments under
the Conditional Annuity shall be continued to the Designated Beneficiary for the
remaining balance of the 120 month period following retirement.
SECTION 5. EARNING OUT CONDITIONS. Anything herein contained to the
contrary notwithstanding, the right of any Eligible Retired Executive to
receive Supplemental Benefit or Conditional Annuity payments hereunder for any
month shall accrue only if, during the entire period from the date of
retirement to the end of such month, the Eligible Retired Executive shall have
earned out such payment by refraining from engaging in any activity that is
directly or indirectly in competition with any activity of the Company or any
Subsidiary or Affiliate thereof.
In the event of an Eligible Retired Executive's nonfulfillment of the
condition set forth in the immediately preceding paragraph, no further payment
shall be made to the Eligible Retired Executive or the Designated Beneficiary;
provided, however, that the nonfulfillment of such condition may at any time
(whether before, at the time of or subsequent to termination of employment) be
waived in the following manner:
(1) with respect to any such Eligible Retired Executive who at any
time shall have been a member of the Board of Directors, an Executive
Vice President, a Vice President, the Treasurer, the Controller or the
Secretary of the Company, such waiver may be granted by the Committee
upon its determination that in its sole judgment there shall not have
been and will not be any substantial adverse effect upon the Company
or any Subsidiary or Affiliate thereof by reason of the nonfulfillment
of such condition; and
(2) with respect to any other such Eligible Retired Executive, such
waiver may be granted by the Supplemental Compensation Award Committee
of Ford Motor Company (or any committee appointed by it for the
purpose) upon its determination that in its sole judgment there shall
not have been and will not be any such substantial adverse effect.
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Anything herein contained to the contrary notwithstanding,
Supplemental Benefit and Conditional Annuity payments shall not be paid to or
with respect to any person as to whom it has been determined that such person
at any time (whether before or subsequent to termination of employment) acted
in a manner inimical to the best interests of the Company. Any such
determination shall be made by (i) the Committee with respect to any Eligible
Retired Executive who at any time shall have been a member of the Board of
Directors, an Executive Vice President, a Vice President, the Treasurer, the
Controller or the Secretary of the Company, and (ii) the Supplemental
Compensation Award Committee of Ford Motor Company (or any committee appointed
by it for the purpose) with respect to any other Eligible Retired Executive,
and shall apply to any amounts payable after the date of the applicable
committee's action hereunder, regardless of whether the Eligible Retired
Executive has commenced receiving Supplemental Benefits hereunder. Conduct
which constitutes engaging in an activity that is directly or indirectly in
competition with any activity of the Company or any Subsidiary or Affiliate
thereof shall be governed by the two immediately preceding paragraphs of this
Section 5 and shall not be subject to any determination under this paragraph.
SECTION 6. GENERAL PROVISIONS.
6.01 ADMINISTRATION AND INTERPRETATION. An otherwise Eligible
Executive's early retirement under the Plan is subject to approval by the
Executive Personnel Committee. Except as otherwise provided in the preceding
sentence and except as the committees specified in Sections 4 and 5 are
authorized to administer the Plan in certain respects, the Vice
President-Employee Relations and the Vice President-Finance and Treasurer shall
have full power and authority on behalf of the Company to administer and
interpret the Plan. All decisions with respect to the administration and
interpretation of the Plan shall be final and shall be binding upon all persons.
6.02 DEDUCTIONS. The Company may deduct from any payment of
Supplemental Benefits and/or Conditional Annuity awards to an Eligible Retired
Executive all amounts owing to it by such Eligible Retired Executive for any
reason, and all taxes required by law or government regulation to be deducted or
withheld.
6.03 NO CONTRACT OF EMPLOYMENT. The Plan is an expression of the
Company's present policy with respect to Company executives who meet the
eligibility requirements set forth herein; it is not a part of any contract of
employment. No Eligible Executive, Designated Beneficiary or other person shall
have any legal or other right to any Supplemental Benefit or Conditional
Annuity.
6.04 GOVERNING LAW. Except as otherwise provided under federal law,
the Plan and all rights thereunder shall be governed, construed and administered
in accordance with the laws of the State of Michigan.
6.05 AMENDMENT OR TERMINATION. The Company reserves the right to
modify or amend, in whole or in part, or to terminate this Plan, at any time
without notice.
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APPENDIX A
Applicable to retirements of Eligible Executives on or after January
1, 1985 but prior to January 1, 1992, or retirements of Eligible Executives
from certain former Company Affiliates.
SECTION 1. DEFINITIONS. The terms used in this Appendix shall have
the same meaning as those in the Supplemental Executive Retirement Plan,
except as follows:
1.01 "CONTRIBUTORY SERVICE" shall mean without duplication the years
and any fractional year of contributory service at retirement, not
exceeding one year for any calendar year, of the Eligible Executive
under all Retirement Plans.
1.02 "ELIGIBLE EXECUTIVE" shall mean a person who is the Chairman of
the Board, the Vice Chairman, the President, an Executive Vice
President or a Vice President of the Company (excluding any such person
who is an employee of a foreign Affiliate of the Company) or a Company
employee in Salary Grade 13 or its equivalent or above (Salary Grade 20
or its equivalent or above for Company employees prior to January
1, 1989).
SECTION 2. SUPPLEMENTAL BENEFITS.
2.01 ELIGIBILITY. An Eligible Retired Executive shall be eligible to
receive a Supplemental Benefit as provided herein.
2.02 AMOUNT OF SUPPLEMENTAL BENEFIT.
(a) Subject to any reductions pursuant to Subsection (b) below and to
any limitations and reductions pursuant to other provisions of the Plan, the
monthly Supplemental Benefit shall be an amount determined as follows:
(1) For those participants who were Eligible Executives on or
after January 1, 1989 and retired prior to January 1, 1992, an
amount equal to the Eligible Executive's Final Five Year
Average Base Salary multiplied by the Eligible Executive's
years of Contributory Service at retirement, and further
multiplied by the Applicable Percentage based on the Eligible
Executive's position or salary grade immediately preceding
retirement and on when the Contributory Service occurred, as
follows:
STATUS AT RETIREMENT APPLICABLE PERCENTAGE
-------------------- ---------------------
Contributory Contributory
Service Service
before 1/1/89 from 1/1/89
------------- -----------
Chairman, Vice Chairman,
President .60% .90%
Executive Vice President .50% .80%
Vice Presidents
Salary Grade 23 .40% .70%
Salary Grade 22 .40% .70%
Salary Grade 21 .40% .70%
Salary Grade 20 .40% .70%
Non-Vice Presidents
Salary Grade 21 .30% .60%
Salary Grade 20 .30% .60%
Salary Grade 19 .30% .60%
Salary Grade 18, 17, 16 .20% .40%
Salary Grade 15, 14, 13 .10% .20%
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(2) For those participants who were Eligible Executives prior
to January 1, 1989 and who retired prior to January 1, 1992,
the greater of (A) or (B):
(A) the Eligible Executive's Final Five Year Average Base
Salary multiplied by the Eligible Executive's Credited
Service, and further multiplied by the Applicable Percentage
based on the Eligible Executive's position or salary grade
immediately preceding retirement, as follows:
STATUS AT RETIREMENT APPLICABLE PERCENTAGE
-------------------- ---------------------
Chairman, Vice Chairman,
President .50%
Executive Vice President .40%
Vice President
Salary Grade 23 .35%
Salary Grade 22 .30%
Salary Grade 21 .25%
Salary Grade 20 .20%
Non-Vice Presidents
Salary Grade 21 .25%
Salary Grade 20 .20%
(B) the Eligible Executive's Final Five Year Average Base
Salary multiplied by the Eligible Executive's Contributory
Service, and further multiplied by the Applicable Percentage
set forth in Section (a)(1) above based on the Eligible
Executive's position or salary grade immediately preceding
retirement and on when the Contributory Service occurred.
(b) For an Eligible Retired Executive who shall retire before age 62
the monthly Supplemental Benefit payable hereunder shall equal the amount
calculated in accordance with the immediately preceding Subsection (a) reduced
by 5/18 of 1% multiplied by the number of months from the later of the date the
Supplemental Benefit commences or age 55 in the case of earlier receipt by
reason of disability retirement to the first day of the month after the
Eligible Retired Executive would attain age 62.
SECTION 3. FORMER AFFILIATES AND FORMER EMPLOYEES.
3.01 FORD AEROSPACE CORPORATION. An employee of Ford Aerospace
Corporation who was a Vice President of Ford Motor Company as of April 1, 1985
and retired May 1, 1985 shall be deemed to be an Eligible Executive under the
Plan only for Supplemental Benefits and shall be eligible to receive such
benefits under the Plan based on Credited Service under the Salaried Retirement
Plan of Ford Aerospace Corporation.
3.02 FORD NEW HOLLAND, INC. The following shall be applicable to
former employees of Ford Tractor Operations who were transferred to Ford New
Holland (FNH) and who participated in the General Retirement Plan for service
through December 31, 1989 ("FNH Employees").
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(a) Retirement-Eligible FNH Employees as of January 1, 1989.
A FNH Employee who was eligible to retire under the General Retirement
Plan on or prior to January 1, 1989, and who was in a position equivalent to a
Salary Grade 13 or above on December 31, 1989, and who retires directly from
FNH shall be deemed to be an Eligible Executive under the Plan only for
Supplemental Benefits and shall receive such benefits as are applicable under
the terms of the Plan in effect at the date of retirement, if retired prior to
January 1, 1992, or the terms of the Plan in effect on January 1, 1992, if
retired on or after January 1, 1992; provided, however, that for purposes of
calculating the Supplemental Benefit, the Plan shall use (i) the employee's
position or salary grade at FNH as of December 31, 1989; (ii) the Final Five
Year Average Base Salary immediately preceding retirement of the Eligible
Executive from FNH; and (iii) the employee's Credited Service or Contributory
Service, as applicable, as of December 31, 1989.
(b) Non-Retirement Eligible Employees as of January 1, 1989.
A FNH Employee who was not eligible to retire under the General
Retirement Plan on or prior to January 1, 1989, and who was in a position
equivalent to a Salary Grade 13 or above on December 31, 1989, and who retires
directly from FNH shall be deemed to be an Eligible Executive under the Plan
only for Supplemental Benefits and shall receive such benefits as are
applicable under the terms of the Plan in effect as of January 1, 1989;
provided, however, that for purposes of calculating the Supplemental Benefit,
the Plan shall use (i) the employee's position or salary grade at FNH as of
December 31, 1989; (ii) the Final Five Year Average Base Salary as of January
1, 1989; and (iii) the employee's Contributory Service as of December 31, 1989.
3.03 SALE OF FAVESA OPERATIONS TO LEAR SEARING CORPORATION.
An Eligible Executive whose employment was transferred to Lear Seating
Corporation by reason of the sale of a portion of Plastic and Trim Product
Division's seat operations to Lear on November 1, 1993 and who was eligible to
retire under the terms of the General Retirement Plan as of December 31, 1993,
shall retain eligibility to receive a Supplemental Benefit, and shall receive
such benefits as are applicable under the terms of the Plan in effect as of
December 31, 1993; provided, however that for purposes of calculating the
Supplemental Benefit, the Plan shall use (i) the employee's position or salary
grade with the Company as of December 31, 1993; (ii) the Final Five Year
Average Base Salary as of December 31, 1993; and (iii) the employee's Credited
Service as of December 31, 1993.
SECTION 4. GENERAL. Except as otherwise provided in this Appendix A,
the terms of the Plan applicable to retirements of Eligible Executives on or
after January 1, 1992 shall be applicable to the retirements of Eligible
Executives on or after January 1, 1985 but prior to January 1, 1992.